SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2022, is by and among Holisto Ltd., a company organized under the laws of the State of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the “Company”), Moringa Acquisition Corp. a Cayman Islands exempted company with offices located at 250 Park Avenue, 7th floor, New York, NY 10017 (the “SPAC”), and each of the investors listed on the Schedule of Buyers attached hereto as Schedule I to this Agreement (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2022, is by and among Holisto Ltd., a company organized under the laws of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of June 9, 2022, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company, Moringa Acquisition Corp. a Cayman Islands exempted company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
GUARANTYGuaranty • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
This GUARANTY, dated as of [ ], 2022 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of 3i, LP, a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Holisto Ltd., a company incorporated under the State of Israel (the “Company”); Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership (which we refer to, together with its wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaware limited partnership, as the “Sponsor”); EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”) and solely with respect to the 3rd recital below, Moringa Acquisition Corp, a Cayman Islands exempted company. (“Moringa”).
PRIVATE SHARES/PRIVATE WARRANTS Lock-Up AgreementLock-Up Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
The undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of 352,857 units, each consisting of (x) one Class A ordinary share, par value $0.0001 per share (“Moringa Class A Ordinary Share”), and (y) one-half of a warrant to purchase one Moringa Class A Ordinary Share, of Moringa Acquisition Corp (“Moringa”) (the “Held Securities”), understands that (i) Moringa entered into a Business Combination Agreement, dated as of June _, 2022 (the “BCA”), pursuant to which, inter alia, (A) all of the Held Securities shall be converted, as the case may be, into Ordinary Shares of Holisto Ltd. (“Holisto”), NIS 0.01 par value each (the “Ordinary Shares”) or warrants to purchase Ordinary Shares, and (B) Holisto shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 in connection with the registration under the U.S. Securities Act of 1933, as amended, of the Ordinary Share
BUSINESS COMBINATION AGREEMENT by and among HOLISTO LTD. as the Company, HOLISTO MERGERSUB, INC. as Merger Sub, and MORINGA ACQUISITION CORP as Moringa Dated as of June 9, 2022Business Combination Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of June 9, 2022, by and among (i) Holisto Ltd., an Israeli company (the “Company”); (ii) Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”). The Company, Merger Sub and Moringa are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
SHAREHOLDER VOTING AND SUPPORT AGREEMENTShareholder Voting and Support Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks
This Shareholder Voting And Support Agreement (this “Agreement”), dated as of June 9, 2022, is made and entered into by and among Holisto Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”).
SECURITY AGREEMENTSecurity Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks
THIS SECURITY AGREEMENT (this “Agreement”) is made as of the [_] day of _____, 2022, by and among Holisto Ltd. (the “Grantor” or the “Company”), a private company (registration no. 515341535) organized under the laws of the State of Israel with offices located at 2 Nim Ave., Rishon LeZion 7546302, Israel and 3i, LP, a company organized under the laws of the State of New York with offices located at 140 Broadway, 38th Floor, New York, NY 10005 in its capacity as the Collateral Agent (as defined below; the “Creditor”).
Holisto Ltd. Sderot Nim 2, Rishon Lezion, IsraelLeak-Out Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with that certain understanding by and between Holisto Ltd., a company organized under the laws of the State of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the “Company”) and the undersigned (“Holder”).
